Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C ) ) ) ) ) ) ) ) ) ) ) COMMENTS OF THE INDEPENDENT FILM & TELEVISION ALLIANCE

Transcription

1 Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C In the Matter of Applications of Comcast Corp., Time Warner Cable Inc., Charter Communications, Inc., and SpinCo For Consent to Assign and Transfer Control of FCC Licenses and Other Authorizations MB Docket No COMMENTS OF THE INDEPENDENT FILM & TELEVISION ALLIANCE Jean M. Prewitt President & Chief Executive Officer Susan Cleary Vice President & General Counsel Archie Iskaq Associate Counsel Independent Film & Television Alliance Wilshire Boulevard, 9 th Floor Los Angeles, CA August 25, 2014

2 TABLE OF CONTENTS PAGE I. INTRODUCTION II. III. IV. THE COMCAST TIME WARNER CABLE ACQUISITION WILL HARM THE PUBLIC INTEREST BY GIVING COMCAST/TWC TOO MUCH LEVERAGE AND CONTROL OVER THE SOURCES AND SELECTION OF PROGRAMMING AND THE TERMS AND CONDITIONS ON WHICH THAT PROGRAMMING IS ACQUIRED THE HISTORY OF THE VIDEO MARKETPLACE IN THE U.S. AND THE EVOLUTION OF THE ONLINE MARKETPLACE FOR VIDEO PROGRAMMING OVER RECENT YEARS EXTENSION OF COMCAST NBCUNIVERSAL TRANSACTION CONDITIONS AND COMMITMENTS.7 V. CONCLUSION Appendix A: Appendix B: Appendix C: Appendix D: Appendix E: Appendix F: Appendix G: U.S. Production : Independent v. Major. Top 4 Broadband Provider Market Share Analysis: Broadband Share / Multi Channel Video Programming Distributor Share. MVPD Market Share Pre and Post Merger. Media Consolidation in the U.S.: Listing of Conglomerates Holdings. Comcast Time Warner Cable Proposed Merger Consolidation. in DEMAND Ownership Pre and Post Merger. VOD Revenue Market Share Pre and Post Merger. 1

3 I. INTRODUCTION The Independent Film & Television Alliance ( IFTA submits these comments in opposition to the Applications of Comcast Corp., Time Warner Cable Inc., Charter Communications, Inc., and SpinCo for Consent to Assign and Transfer Control of FCC Licenses and Other Authorizations. For providers of independent video content, this acquisition would cause immitigable harm in an already too highlyconsolidated marketplace. Comcast/NBCUniversal is presently a major buyer of content for transactional Video On Demand ( VOD as well as for its traditional broadcasting and pay cable channels. It is also a vital broadband distributor to consumers of competing online video services. Post acquisition, the combined Comcast Time Warner Cable will be the single largest MVPD and broadband provider in the U.S., and its subscriber base will give the new entity extraordinary leverage and control over the selection of independent programming that will reach the consumer and the terms and conditions on which that programming is acquired. The combined entity would also own a supermajority of in DEMAND, the top aggregator of transactional VOD programming. History teaches that this extreme consolidation and leverage will result in independent programming and channels being denied access to the new entity s subscribers and will substantially decrease or eliminate the supply of diversely sourced programming to the American public. The Independent Film & Television Alliance ( IFTA is the trade association for the independent film and television industry worldwide. 1 IFTA represents more than 145 Member Companies from 21 countries, consisting of the world s foremost independent production and distribution companies, sales agents, television companies and financial institutions engaged in film finance. 2 During the last twelve 1 IFTA defines independent producers and distributors as those companies and individuals apart from the major studios that assume the majority (more than 50% of the financial risk for production of a film or television program and control its exploitation in the majority of the world. A list of IFTA Members can be found at online.org. 2 For more than 30 years, IFTA Members have produced, distributed and financed many of the world s most prominent and critically acclaimed films, 21 of which have won the Academy Award for Best Picture, including 12 Years a Slave, The Artist, 1

4 years, independent production companies have produced the vast majority of all U.S. feature films. 3 Collectively, IFTA Members produce over 400 feature films and countless hours of programming annually with U.S. sales revenues of approximately $2.16 billion. 4 IFTA also produces the American Film Market, the largest motion picture trade event in the world, at which over $800 million in license fees are negotiated annually. II. THE COMCAST TIME WARNER CABLE ACQUISITION WILL HARM THE PUBLIC INTEREST BY GIVING COMCAST/TWC TOO MUCH LEVERAGE AND CONTROL OVER THE SOURCES AND SELECTION OF PROGRAMMING AND THE TERMS AND CONDITIONS ON WHICH THAT PROGRAMMING IS ACQUIRED Comcast and Time Warner Cable ( TWC together comprise nearly 39% of the U.S. broadband market with over 32 million subscribers and 35% of the U.S. MVPD market with over 33 million subscribers. 5 Contrary to Comcast s assertions, because Comcast and TWC (and Charter serve separate geographic areas, the combination of these two entities would in fact reduce competition and limit consumer choice in the video marketplace 6. For the public looking to access independent content, the acquisition combined with the consolidated ownership of in DEMAND would put programming choices for a now national VOD service into a single entity and would undoubtedly further limit the sources of programming. In its role as broadband provider, the combined entity would also have influence and control over the delivery to subscribers of competing third party online video services, thus negatively affecting the ability of such services to acquire programming at reasonable prices. The King s Speech, The Hurt Locker, Slumdog Millionaire, No Country for Old Men, Crash, Million Dollar Baby, Lord of the Rings: The Return of the King, Dances with Wolves, and Gandhi. 3 See Appendix A: U.S. Production : Independent v. Major U.S. sales revenue based upon linear regression analysis, IFTA Membership Sales Survey results See Appendix B: Top 4 Broadband Provider Market Share Analysis: Broadband Share / Multi Channel Video Programming Distributor Share. 6 See Appendix C: MVPD Market Share Pre and Post Merger. 2

5 Comcast s assertions that no competitive advantage in content acquisition (and no price benefit would be derived from a combined Comcast TWC are unfounded. In AT&T s FCC Public Interest Statement, filed June 11, 2014 in connection with its proposed merger with DirecTV, 7 AT&T premises its own application largely on its need to re position itself in the video marketplace and repeatedly points to its (and DirecTV s inability to effectively compete with Comcast TWC for content without building its own footprint by merger to include national coverage and to expand its offerings to include a full bundle of services (video voice internet. 8 It extols the probable drop in content pricing from producers when it is positioned with a more robust offer following the merger. AT&T states in its Public Interest Statement: Content is the most critical and largest variable cost for MVPDs. Per subscriber content costs continue their long upward climb. In recent years, they have regularly outpaced inflation. With the most popular content increasingly concentrated in the hands of a few companies (including those affiliated with some of the largest MVPDs, those suppliers have the leverage to demand higher and higher fees with each passing year. Distributors must accede to these demands or risk losing customers, credibility, and competitive position. [ ] This transaction will create a combined entity with a much larger subscriber base than AT&T currently has and thus offer much more value to programmers. That, in turn, should result in lower content costs. 9 7 Description of Transaction, Public Interest Showing, and Related Demonstrations, FCC MB Docket No (filed June 11, As a result of its relatively limited video footprint, AT&T is far smaller than Comcast and Time Warner Cable, its principal competitors. Lack of scale particularly hinders AT&T with respect to content acquisition, which is by far the largest variable cost of MVPD service. AT&T therefore faces challenges selling competitive broadband/video bundles even inside its U verse video footprint. Id. at 3. 9 Id. at

6 In other words, AT&T and DirecTV assert that if combined, a larger scope will give the new entity a competitive advantage in content acquisition because it would be able to flex and leverage its power in the marketplace while lowering the costs of acquiring programming. This clearly contradicts Comcast s assertions in its April 8, 2014 Public Interest Statement which states that [t]he combined [Comcast TWC] company would have no enhanced ability or incentive to pursue anticompetitive foreclosure strategies as a buyer of programming. 10 Additionally, Comcast, in the role of broadband provider, can impact contractual terms and license fees paid to producers by third party online video services. Netflix agreed to pay Comcast to ensure faster and more reliable access to Comcast s subscribers over its broadband networks. 11 Just last week it was announced that Netflix had also struck a similar deal with TWC. 12 Similarly, backbone provider Level 3 has agreed to pay for faster on ramping to Comcast s servers. 13 These paid peering arrangements clearly demonstrate the incentive and ability of Comcast, acting as the nation s largest broadband provider, to favor its own commercial interests by extracting payments for delivery services traditionally provided without additional payment. These increased costs of distribution are then passed on to the producer who may have to accept a lower license fee and/or a share of higher costs. 10 In the Matter of Applications of Comcast Corp. and Time Warner Cable Inc. for the Consent to Transfer Control of Licenses and Authorizations, FCC MB Docket No (filed April 8, 2014 ( Comcast Public Interest Statement at 169, available at 11 Timothy B. Lee, Comcast s deal with Netflix makes network neutrality obsolete, The Washington Post (February 23, 2014 available at switch/wp/2014/02/23/comcasts deal with netflix makes networkneutrality obsolete/. 12 Paresh Dave, Netflix, Time Warner Cable reach deal on streaming quality, The Los Angeles Times (August 21, 2014 available at fi tn netflix time warner cable story.html. 13 Jon Brodkin, Level 3 and Cogent ask FCC for protection against ISP tolls, Ars Technica (March 21, 2014 available at 3 and cogent ask fcc for protection against isp tolls/. 4

7 III. THE HISTORY OF THE VIDEO MARKETPLACE IN THE U.S. AND THE EVOLUTION OF THE ONLINE MARKETPLACE FOR VIDEO PROGRAMMING OVER RECENT YEARS Commercial distribution in the U.S. via cable, satellite or broadband is already extremely difficult to secure for independent programming. Vertically integrated media conglomerates have built in incentives, such as lowering their overhead and transactional costs involved in acquisition, 14 to favor affiliated in house programming and content offered by a small number of large studios and aggregators. In the past four years, consolidation of the marketplace with large conglomerates owning or controlling broadband networks, along with television networks and channels, production units, and content suppliers, has significantly expanded. The 2011 Comcast NBCUniversal merger accelerated consolidation, 15 and the proposed Comcast TWC acquisition 16 would continue the consolidation in terms of both distribution assets and by making the vast NBCU program library available to the combined entity. Approving this merger would expand the ability and incentives of the successor entity to use its enhanced leverage to gain favorable terms and conditions in the acquisition of third party content, engage in preferential treatment of its own VOD service, aggregate its own and affiliated content through in DEMAND, and restrict broadband access for competing online video services. This will shut out or limit consumer access to independently supplied content and place independently owned online video distribution services and content at a severe and unfair competitive disadvantage. While independents routinely produce and then license programs on a picture by picture basis, the major cable, satellite and broadband distributors refuse to accept programs on this basis. The major VOD services fill slots through reliance on affiliated entities 17 or by acquiring packages of multiple titles or 14 [T]he transaction should result in cost savings and other synergies worth approximately $1.5 billion in increased earnings [ ]. Comcast Public Interest Statement at See Appendix D: Media Consolidation in the U.S.: Listing of Conglomerates Holdings. 16 See Appendix E: Comcast Time Warner Cable Proposed Merger Consolidation. 17 For example, Comcast s ownership of content provider NBCUniversal, which owns edge provider Hulu, and Comcast s exclusive licensing deal with major studio 21 st Century Fox Inc. for broadcast and cable shows to appear on Comcast s XFINITY 5

8 large catalogs through third party aggregators. These aggregators selectively acquire, then bundle and re license content to the online distribution services, thus allowing the distribution services to avoid many of the transactional costs of program acquisition, intake and accounting. These aggregators select only a very small number of titles for re licensing to the VOD platforms and take a significant portion of the producers share of any revenue generated. Notably, in DEMAND (one of the largest aggregators of VOD content in the world 18 is jointly owned by both Comcast and TWC, along with Cox Communications and TWC spin off Bright House Networks. 19 in DEMAND functions as one of the major aggregators of independent programming for supply to these cable systems. Because Comcast does not deal directly with smaller program suppliers, in DEMAND is a critical gatekeeper, making the actual decisions about what programs are accepted and offered to the various systems. It also exercises the right of technical approval on whether the digital file delivered to it is adequate for supply to the cable systems. Following the merger, the combined Comcast TWC entity will hold 83.2% ownership of in DEMAND, 20 expanding the consolidated entity s influence to other cable systems and increasing the likelihood that affiliated content will be favored and that independent content will be foreclosed from reaching an audience. Increasingly and due in large part to the lack of VOD slots available through the established VOD services and in DEMAND, independents must look for opportunities through smaller and emerging video services that cultivate specific communities of interest as audiences. However, while there may be slots available for online VOD distribution, the standard licensing terms for VOD have already been established by the large broadband providers. The new online distributors of VOD players are beginning on demand service. Shalini Ramachandran, The Wall Street Journal, Cable Fights to Feed Binge TV Viewers (Sept. 20, 2013 available at 18 See About in DEMAND at 19 See About in DEMAND Ownership at overview/about/ownership.php. 20 See Appendix F: in DEMAND Ownership Pre and Post Merger. 6

9 to mimic these unfavorable terms. These new commercial standards, which are only marginally negotiable by independent producers, include limitations on the minimum guarantees or advances given to the producer (e.g., none at all or subject to the requirement that the producer spend the advance to market the film s availability only on the specific VOD service and short availability windows (usually days, with the VOD platform usually under no obligation to exploit the film and able to terminate the license for any reason. Lack of slots on VOD services and lopsided contractual limitations reflect the current state of the VOD marketplace, which will only tilt more heavily in favor of the VOD services if the Commission approves the Comcast TWC acquisition. Presently, conglomerates which combine major studio production with large market share distribution possess inordinate market leverage and quasi monopolistic power to control the means and conditions under which independent content can get to the U.S. consumer. A combined Comcast TWC entity would effectively control 32% of the traditional VOD market, 21 worsening this trend and further negatively impacting the American independent producer and program diversity for U.S. consumers. IV. EXTENSION OF COMCAST NBCUNIVERSAL TRANSACTION CONDITIONS AND COMMITMENTS The proposed merger comes at a critical time in the Commission s own review of Open Internet protections and at a time when no party can be assured of what protections against blocking and discrimination may apply finally to the proposed merged entity. While Comcast has accepted the requirements of the Commission s 2010 Open Internet Order and proposes to extend those to TWC, that commitment currently only extends to January The Order also carves out and excludes specialized 21 See Appendix G: VOD Revenue Market Share Pre and Post Merger. 7

10 services the very video offerings that are at issue here from its purview. This is clearly inadequate to protect the video marketplace from the impact of a combined Comcast TWC. IFTA has carefully considered whether there are other commitments, arrangements or orders that could ameliorate the harms and negative impact on sources of programming and the online flow of diverse independent content to consumers and has not been able to identify any measures to offset the potential damages to the American video marketplace. The merger would be a disastrous additional step in the consolidation of power over content into the hands of a few vertically integrated media conglomerates. As illustrated by the AT&T DirecTV application, if allowed to go forward, Comcast TWC will be the justification for every merger in this space for the foreseeable future and independent programming will be marginalized even on the Internet. Given the magnitude of these harms to the American public, the Commission cannot justify or allow this transformation of the marketplace to occur. V. CONCLUSION The Commission must protect the public interest in diverse sources of programming by denying the Applications. Respectfully submitted, INDEPENDENT FILM & TELEVISION ALLIANCE Jean M. Prewitt President & Chief Executive Officer Susan Cleary Vice President & General Counsel Archie Iskaq Associate Counsel Wilshire Boulevard, 9 th Floor Los Angeles, CA August,

11 Appendix A U.S. Production : Independent v. Major Year 2002 Independent Productions Major Studio Production Intl Co Production Total Indie / Major Co prod % 3% 21% 2% 100% % 3% 27% 3% 100% % 9% 11% 3% 100% % 6% 16% 4% 100% % 4% 15% 2% 100% % 4% 17% 3% 100% % 5% 18% 1% 100% % 4% 20% 9% 100% % 6% 19% 0% 100% % 1% 14% 9% 100% % 3% 16% 3% 100% % 1% 18% 1% 100% 12 Year Average % 4% 17% 3% 100% * Source: IFTA analysis of production listings published in The Hollywood Reporter & Daily Variety ( and Baseline & IMDB Pro ( , IFTA. All rights reserved. The statistical information contained herein may not be reproduced in whole or in part without notice of IFTA's copyright in the materials.

12 Appendix B Top 4 Broadband Provider Market Share Analysis: Broadband Share / Multi Channel Video Programming Distributor Share Top Four Broadband Providers Market Share 2009* 2013** Chg Subscribers (M % Total Subscribers (M % Total Subscribers (M % Comcast % % % ATT % % % Verizon % % % Time Warner Cable % % % Four Company Total % % % All Other % % % Total U.S % % % Top Four Broadband Providers MVPD Market Share 2010*** 2013** Chg Subscribers (M % Total Subscribers (M % Total Subscribers (M % Comcast % % % ATT 3 3.0% % % Verizon % % % Time Warner Cable % % % Four Company Total % % % DirectTV % % % 4 Co. & DirectTV Total % % % All Other % % % Total U.S % % % Source: IFTA analysis of data from the sources listed immediately below: * Comcast Corporate Overview 9/09; Verizon 3rd Qt. 209 New; ATT 2009 Corporate Profile; OECD Dataset 6/09 **Leichtman Research Group, "Research Notes", 4Qt *** NCTA website sourcing: Company websites, filings, etc.; SNL Kagan, Special Report, U.S. Multichannel Subscriber Update & Geographic Analysis, June 2011

13 Appendix C MVPD Market Share Pre and Post Merger MVPD PRE MERGER MARKET SHARE MVPD MARKET SHARE POST MERGER Other 28% Comcast 23% Other 28% Comcast/ TWC 35% Time Warner 12% DirecTV 21% AT&T 6% Charter 4% Verizon 6% DirecTV 21% AT&T 6% Charter 4% Verizon 6% MVPD MARKET SHARE POST DIVESTITURE Other 27% Comcast/TWC 31% DirecTV 21% AT&T 6% SpinCo 3% Charter 6% Verizon 6% Source: IFTA analysis of data from the sources listed immediately below: * Comcast Corporate Overview 9/09; Verizon 3rd Qt. 209 New; ATT 2009 Corporate Profile; OECD Dataset 6/09 **Leichtman Research Group, "Research Notes", 4Qt *** NCTA website sourcing: Company websites, filings, etc.; SNL Kagan, Special Report, U.S. Multichannel Subscriber Update & Geographic Analysis, June 2011 **** Divestiture Transactions in the Matter of Applications of Comcast Corp. and Time Warner Cable Inc., FCC MB Docket No (filed June 24, 2014

14 Appendix D Media Consolidation in the U.S.: Listing of Conglomerates Holdings as of August 2014 Sources: Columbia Journal Review website ( Company Websites AT&T Television U Verse TV proposed merger with DirecTV Internet Internet Service Provider (ISP AT&T U Verse VOD U Verse On Demand Telephone Communications Comcast / NBC Universal Production Entities: Focus Features Universal Studios Broadcast Television NBC TV Network Telemundo Cable Television Landline Phone Service U Verse Voice Southwestern Bell Bell South Mobile Phone Service AT&T 4G LTE Cricket Wireless Cablevision Systems Corp. AMC Networks (Formerly Rainbow Media Holdings LLC. Cable Television Multi Service Operator (MSO - IO Cable Channels - American Movie Channel (AMC* - IFC* - The Sundance Channel (purchased from NBC 5/7/08* - Women s Entertainment (WEtv* Internet Internet Service Provider (ISP - Optimum Online Charter Communications Internet Internet Service Provider (ISP Charter Spectrum Internet Telephone Communications Charter Spectrum Voice Cable Television Charter Spectrum TV VOD Charter On Demand Internet Multi Service Operator (MSO Comcast Cable Channels Bravo* Chiller Cloo (Formerly Sleuth CNBC E! Entertainment Exercise TV FEARnet (w / Lionsgate & Sony G4 Golf Channel MSNBC Oxygen* PBS Kids Sprout (Partial with PBS Style Network SyFy Channel* The Weather Channel TV One USA Network* Versus Internet Service Provider (ISP Comcast Internet Programming Sites NBC.com On Demand Online USA Network Online VOD Hulu.com 32% (owned by several companies, Fox, NBC, ABC in DEMAND (partial w/ Cox, Time Warner Cable and Bright House XFINITY * Major fiction programming cable channel 1

15 Appendix D Media Consolidation in the U.S.: Listing of Conglomerates Holdings as of August 2014 Sources: Columbia Journal Review website ( Company Websites Cox Communications Internet Internet Service Provider (ISP Cox High Speed Internet Telephone Communications Cox Digital Telephone Cable Television Cox Advanced TV + Contour VOD On DEMAND from Cox Home Security Systems Cox Home Security DirecTV (former subsidiary of Liberty Media now standalone Broadcast Satellite Service Provider - DirecTV (possible acquisition by AT&T as of 2014 VOD - DirecTV On Demand Hearst Corp. Cable Television Channels - A&E (partial w/ Disney* - Biography Channel (partial Disney - ESPN (partial w / Disney - The History Channel (partial w/ Disney* - Lifetime Network (partial w/ Disney* - Lifetime Movie Network (partial w/ Disney - Lifetime Real Women (partial w/ Disney National Amusements o Showtime Showcase o Showtime Beyond o Showtime Extreme o Showtime Family Zone o Showtime Next o Showtime Women The Movie Channel* Internet Programming CBS.com CW Video Viacom / Paramount Production Entities: Paramount Studios Paramount Vantage Cable Channels BET* Comedy Central* CMT LOGO MTV mtvu Nickelodeon Nick@Nite Palladia Spike* TV Land VH1 Internet BET.com ComedyCentral.com Spike.com VOD - Epix (partial with MGM and Lionsgate CBS Broadcast Television CBS TV Network CW Network (partial w/ Warner Bros. Cable Television Channels - FLIX* Showtime* o Showtime o Showtime 2 * Major fiction programming cable channel 2

16 Appendix D Media Consolidation in the U.S.: Listing of Conglomerates Holdings as of August 2014 Sources: Columbia Journal Review website ( Company Websites News Corp (FOX Production Entities: 21 th Century Fox Fox Searchlight Broadcast Television Fox Broadcasting MyNetworkTV (syndication service Cable Television Channels Big Ten Network Fox Movie Channel* Fox News Channel Fox Sports Net FX* National Geographic Channel (partial w/ NGTF SPEED Channel FUEL Internet Programming Services MySpace FOX.com VOD - Hulu.com (owned by several companies, Fox, NBC, ABC Starz Inc. (former subsidiary of Liberty Media now standalone company Cable Television Channels Encore* (owned by Starz Inc. Encore Action Encore Drama Encore Love Encore Mystery Encore Wam Encore Western MOVIEplex (owned by Starz Inc. INDIEplex RETROplex Starz* (now owned by Starz Inc. Starz Cinema Starz Comedy Starz Edge Starz InBlack Starz Kids & Family Starz OnDemand The Walt Disney Company Production Entities: Marvel Entertainment Pixar Animation Studios Walt Disney Pictures Touchstone Pictures Broadcast Television ABC TV Cable Television Channels ABC Family Channel* A&E (partial w/ Hearst* Biography Channel (partial w/ Hearst Disney Channel* ESPN (partial w / Hearst The History Channel* (partial w/ Hearst Lifetime Network* (partial w/ Hearst Lifetime Movie Network (partial w/ Hearst Lifetime Real Women (partial w/ Hearst SOAPnet Disney XD (fka Toon Disney Internet Programming Services ABC.com Disney Online ABCFamily.com VOD Hulu.com (owned by Fox, NBC, ABC Time Warner (Warner Bros. Production Entities: Warner Bros. Pictures New Line Pictures Broadcast Television The CW ( with CBS Cable Television Cable Channels HBO* o HBO o HBO 2 o HBO Comedy o HBO Family o HBO Latino * Major fiction programming cable channel 3

17 Appendix D Media Consolidation in the U.S.: Listing of Conglomerates Holdings as of August 2014 Sources: Columbia Journal Review website ( Company Websites o o o HBO Signature HBO Zone HBO On Demand Cinemax* o Cinemax o MoreMax o ActionMax o ThrillerMax o OuterMax o Wmax o 5StarMax Cartoon Network* Boomerang CNN TBS* TNT* Turner Classic Movies (TCM* Verizon Internet Internet Service Provider (ISP Verizon FiOS Telephone Communications Landline Phone Service FiOS Voice Mobile Phone Service Verizon 4G LTE Television FiOS TV Multi Service Operator Internet None (Time Warner Cable spun from TW in March 09 Internet Service Provider (ISP None AOL (spun from TW in Dec 09 Internet Programming Sites CW Video TBS.com TNT.tv Time Warner Cable Multi service Operator (MSO Internet Service Provider (ISP Time Warner Cable Internet (fka Roadrunner VOD in DEMAND(partial with Cox,Comcast &Bright House * Major fiction programming cable channel 4

18 Appendix E Comcast Time Warner Cable Proposed Merger Consolidation Comcast Pre Merger Assets TWC Pre Merger Assets After Merger Assets Broadband Service *20.66 Million subscribers 24.43% of market Digital Cable Service *21.69 Million subscribers 22.9% of market Digital Phone Service *10.73 Million phone lines in Demand VOD Service 53.9%** Comcast Channels Golf Channel FEARnet (w/ Lionsgate & SPE Versus G4 Style Network E! Entertainment Comcast Sportsnet MLB Network (minority stake PBS Kids Sprout (w / PBS, Sesame Workshop & HiT Ent TV One NBC Universal Channels NBC CNBC (50% MSNBC Bravo Telemundo USA Syfy Universal HD The Weather Channel Hulu (32% Mun2 Sleuth Oxygen Non US Channels 13 th Street SyFy Channel Movies24 divatv Steel Studio Universal Broadband Service *11.6 Million Subscribers 13.76% of market Digital Cable Service *11.39 million subscribers 12% of market Digital Phone Service *4.80 Million phone lines in Demand VOD Service 29.3%*** Broadband Service *32.26 Million subscribers 38.2% of Market Digital Cable Service *33.08 million subscribers 35% of market Digital Phone Service *15.53 Million phone lines in Demand VOD Service 83.2% (estimated All Channels Listed as Comcast Pre Merger Assets: Comcast NBC Universal Non US * Leichtman Research Group (figures as of Year End 2013 ** Estimate based on figure in SEC Annual Report filed 2/25/2011 *** SEC Annual Report filed 2/18/2014

19 Appendix F in DEMAND Ownership Pre and Post Merger Bright House & Cox Communications, 16.80% PRE MERGER Comcast, 53.90% Time Warner Cable, 29.30% POST MERGER Bright House & Cox Communications, 16.80% Comcast/TWC, 83.20% *Data from Comcast SEC Annual Report (2/25/2011 and Time Warner Cable SEC Annual Report (2/18/2014

20 Appendix G VOD Revenue Market Share Pre and Post Merger Charter, 4% PRE MERGER VOD REVENUE MARKET SHARE Time Warner Cable, 12% Comcast, 24% POST MERGER VOD REVENUE MARKET SHARE Charter, 4% Comcast/ TWC, 36% Other Providers, 60% Other Providers 60% POST DIVESTITURE VOD REVENUE MARKET SHARE Charter, 5% SpinCo, 3% Federal Regulators suggested Comcast shed at least 3 million subscribers to serve no more than 30% of all pay TV customers in the US. Comcast/ TWC, 32% Even after the creation of SpinCO, Comcast will serve 32% of the US VOD market. Other Providers, 60% * SpinCO numbers estimated by the 2.5 million subscribers received from Comcast and Comcast's pre merger market share Source: IFTA analysis of data from IHS Screen Digest.